001-068SaipemBil15Ing.qxd 19-03-2016 18:33 Pagina I Annual Report 2015 WorldReginfo - 1879636b-fada-4476-b9ba-236b14bdd041 Mission We approach each challenge with innovative, reliable and secure solutions to meet the needs of our clients. Through multicultural working groups we are able to provide sustainable development for our company and for the communities in which we operate. Values Innovation; health, safety and environment; multiculturalism; passion; integrity. Countries in which Saipem operates EUROPE Austria, Belgium, Bulgaria, Croatia, Cyprus, Denmark, France, Grece, Italy, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Spain, Switzerland, Turkey, United Kingdom AMERICAS Bolivia, Brazil, Canada, Chile, Colombia, Dominican Republic, Ecuador, Mexico, Panama, Peru, Suriname, Trinidad and Tobago, United States, Venezuela CIS Azerbaijan, Georgia, Kazakhstan, Russia, Turkmenistan, Ukraine AFRICA Algeria, Angola, Congo, Egypt, Gabon, Libya, Mauritania, Morocco, Mozambique, Namibia, Nigeria, South Africa, Uganda MIDDLE EAST Iraq, Kuwait, Oman, Qatar, Saudi Arabia, United Arab Emirates FAR EAST AND OCEANIA Australia, China, India, Indonesia, Japan, Malaysia, Papua New Guinea, Singapore, South Korea, Thailand, Vietnam WorldReginfo - 1879636b-fada-4476-b9ba-236b14bdd041 Annual Report 2015 WorldReginfo - 1879636b-fada-4476-b9ba-236b14bdd041 Disclaimer The Annual Financial report contains forward-looking statements, in particular in the section ‘Outlook’. By their nature, forward-looking statements are subject to risk and uncertainty since they are dependent upon circumstances which should or are considered likely to occur in the future and are outside of the Company’s control. These include, but are not limited to: monetary exchange and interest rate fluctuations, commodity price volatility, credit and liquidity risks, HSE risks, the levels of capital expenditure in the oil and gas industry and other sectors, political instability in areas where the Group operates, actions by competitors, success of commercial transactions, risks associated with the execution of projects (including ongoing investment projects), in addition to changes in stakeholders’ expectations and other changes affecting business conditions. The final figures may therefore be subject to substantial variation over the forecasts. The financial reports contain in-depth analyses of some of the aforementioned risks. Forward-looking statements are to be considered in the context of the date of their release. Saipem SpA is under no obligation to review, update or correct them subsequently, except where this is a mandatory requirement of the applicable legislation. Shareholders’ Meeting of April 29, 2016 The notice of meeting was published in the daily newspaper Il Sole 24 Ore on March 30, 2016 WorldReginfo - 1879636b-fada-4476-b9ba-236b14bdd041 4 Letter to the Shareholders 5 Board of Directors and auditors of Saipem SpA 7 Saipem Group structure 12 Saipem SpA share performance 14 Glossary Directors’ Report 17 Operating review 17 Market context 17 New contracts and backlog 18 Capital expenditure 20 Offshore Engineering & Construction 25 Onshore Engineering & Construction 29 Offshore Drilling 31 Onshore Drilling 33 Financial and economic results 33 Results of operations 36 Balance sheet and financial position 39 Reclassified cash flow statement 40 Key profit and financial indicators 41 Sustainability 43 Research and development 45 Quality, Safety and Environment 47 Human resources and health 51 Information technology 52 Governance 53 Risk management 62 Additional information 67 Reconciliation of reclassified balance sheet, income statement and cash flow statement to statutory schemes Consolidated Financial Statements 69 Consolidated Financial Statements 76 Notes to the consolidated financial statements 154 Management’s certification 155 Independent Auditors’ Report Sustainability Statements 157 Sustainability Performance WorldReginfo - 1879636b-fada-4476-b9ba-236b14bdd041 Saipem Annual Report / Letter to the Shareholders Letter to the Shareholders Dear Shareholders, reducing overheads and disposing of obsolete and unprofitable vessels. Taken together, these actions had a positive impact on during 2015 the price of oil, having begun a rapid descent in the EBIT in the amount of €150 million. latter part of the previous period ($50 a barrel), recovered up to The year’s key figures were: the beginning of May ($70 a barrel) and then endured a further - adjusted EBIT of -€254 million, which includes a reduction of drastic fall at the end of the year to below $40 a barrel. €718 million through the write-downs in the second quarter of The causes of this phenomenon are attributable essentially to a 2015 of contractual variations and claims subject to negotiation change of energy market scenario with an oil supply greater than regarding contracts awarded over the last few years and the demand. The phenomenon began in the second half of 2014 with write-down of receivables in Venezuela; the decision of the OPEC countries not to react to this situation by - EBIT of -€452 million, including the write-down of certain reducing their own market share. The subsequent decrease in oil assets and two construction yards; prices had a negative impact on oil company investments and - capital expenditure amounting to €561 million; those of producer countries who witnessed a significant fall-off in - net borrowings amounting to €5,390 million; their earnings. In those months, the market, which is seeing the - acquisition of new orders in the amount of €6,515 million and a development of increasingly complex projects, has suffered the residual portfolio of orders amounting to €15,846 million, effects of the new scenario. The main consequences of this affected by the cancellation of the remaining orders of the situation are the awarding of a limited number of projects and an South Stream contract and the charter agreements of the increasingly rigid negotiating position adopted by clients in Scarabeo 5 and Saipem 12000 vessels. recognising change orders and claims which emerge during In Offshore Engineering & Construction revenues were down by works execution. 4%, with the lower volumes recorded in North and South America This had an impact in terms of fewer acquisitions of new offset partly by the greater volumes in Azerbaijan and Kazakhstan. contracts in 2015 compared to 2014 (down 64%) with a The adjusted operating result (EBIT) amounted to €192 million, a particularly high weighting in Engineering & Construction. significant worsening if compared with the figure of €435 million This drastically deteriorated market context had additional effects of 2014. This was due mainly to the cancellation of the South in the competitive scenario in which Saipem operates, including: Stream project and the lower profitability of projects in South - delays or cancellations of orders in progress, and a more rigid America. The 2015 operating result (EBIT) was €54 million approach of clients during negotiations when dealing with following the write-down of some fleet assets and a construction change orders and other changes occurring during project yard for a total of €138 million. execution; Onshore Engineering & Construction saw revenues down by 26%, - an increase of credit risk in certain geographic areas; primarily through the effect of the write-down of contractual - the need to review the operating strategy and to bring forward variations and claims under negotiation in relation to various to the end of 2015 the drafting of a new strategic plan; contracts of lower volumes in North America, Australia and - the need to review the strategy of negotiations for pursuing Western Africa. Adjusted operating (EBIT) amounted to a loss of settlements with clients in order to minimise potential legal €693 million (compared with the figure of -€411 million in 2014). proceedings and seek an immediate financial benefit; However, the year saw a recovery of margins in the second - the need to act quickly and decisively on the cost structure by quarter thanks to a positive contribution from new projects which launching programmes for optimising operating, overhead and allowed the Company to break even. 2015 operating (EBIT) investment costs. amounted to a loss of €742 million, affected by the €49 million During 2015, Saipem faced a markedly deteriorated scenario by write-down of a construction yard. launching an important operating and investment cost Drilling operations contributed positively, with an adjusted optimisation programme, defining the guidelines of the ‘Fit for the operating result (EBIT) of €247 million, down from the €441 Future’ project, implementing a revision of the items of the million recorded in 2014, primarily through the effect of the balance sheet that takes into account the new context, drafting a decreased contribution of the semi-submersible platforms new strategic plan, defining a complex financial manoeuvre Scarabeo 3 and Scarabeo 4 (Offshore Drilling), which had consisting of a capital increase of €3.5 billion and a refinancing of operated for the whole of 2014, and through the effect of the €3.2 billion needed to consolidate the Company’s equity situation write-down of a proportion of overdue receivables following the and make it financially autonomous. This financial manoeuvre was greater country risk of Venezuela, and the costs of the inactivity concluded positively in the first quarter of 2016. of vessels in South America during the second part of the year. Saipem’s